##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-34211
 
 GRAND CANYON EDUCATION, INC.
 (Exact name of registrant as specified in its charter)
 
 DELAWARE
    
    20-3356009(State or other jurisdiction of
    
    (I.R.S. EmployerIncorporation or organization)
    
    Identification No.)
 3300 W. Camelback Road
Phoenix, Arizona 85017  (Address, including zip code, of principal executive offices)
 (602) 639-7500
(Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



GRAND CANYON EDUCATION, INC.
FORM 10-Q
INDEX
 PagePART I  FINANCIAL INFORMATIONItem 1 Financial Statements
    
    
    3Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4 Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    22Item 1A Risk Factors
    
    
    22Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3 Defaults Upon Senior Securities
    
    
    24Item 4 Submission of Matters to a Vote of Security Holders
    
    
    24Item 5 Other Information
    
    
    24Item 6 Exhibits
    
    
    24SIGNATURES
    
    
    25Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
Financial Statements
 GRAND CANYON EDUCATION, INC.
Statements of Operations
 Three Months EndedMarch 31,(In thousands, except per share data)
    
    2008
    
    
    2009(Unaudited)Net revenue
    
    $
    35,709
    
    
    $
    58,964Costs and expenses:Instructional costs and services
    
    
    11,620
    
    
    
    18,332Selling and promotional, including $1,512 and
$1,612 for the three months ended March 31,
2008 and 2009, respectively, to related
parties
    
    
    12,586
    
    
    
    19,670General and administrative
    
    
    4,541
    
    
    
    8,833Royalty to former owner
    
    
    1,022
    
    
    
    74Total costs and expenses
    
    
    29,769
    
    
    
    46,909Operating income
    
    
    5,940
    
    
    
    12,055Interest expense
    
    
    (813
    )
    
    
    (667
    )Interest income
    
    
    252
    
    
    
    108Income before income taxes
    
    
    5,379
    
    
    
    11,496Income tax expense
    
    
    2,076
    
    
    
    4,593Net income
    
    
    3,303
    
    
    
    6,904Preferred dividends
    
    
    (253
    )
    
    
    Net income available to common stockholders
    
    $
    3,050
    
    
    $
    6,904Earnings per share:Basic income per share
    
    $
    0.16
    
    
    $
    0.15Diluted income per share
    
    $
    0.09
    
    
    $
    0.15Basic weighted average shares outstanding
    
    
    19,036
    
    
    
    45,474Diluted weighted average shares outstanding
    
    
    33,849
    
    
    
    45,821
 The accompanying notes are an integral part of these financial statements.
  3




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GRAND CANYON EDUCATION, INC.
Balance Sheets
 December 31,
    
    
    March 31,(In thousands, except share data)
    
    2008
    
    
    2009(Unaudited)ASSETS:Current assetsCash and cash equivalents
    
    $
    35,152
    
    
    $
    68,275Restricted cash and cash equivalents
    
    
    2,197
    
    
    
    3,946Accounts receivable, net of allowance for
doubtful accounts of $6,356 and $6,068 at
December 31, 2008 and March 31, 2009,
respectively
    
    
    9,442
    
    
    
    10,509Income taxes receivable
    
    
    1,576
    
    
    
    938Deferred income taxes
    
    
    2,603
    
    
    
    2,175Other current assets
    
    
    2,629
    
    
    
    2,660Total current assets
    
    
    53,599
    
    
    
    88,503Property and equipment, net
    
    
    41,399
    
    
    
    45,922Restricted cash and investments (of which
$2,928 and $0 is restricted at December 31,
2008 and March 31, 2009, respectively)
    
    
    3,403
    
    
    
    483Prepaid royalties
    
    
    8,043
    
    
    
    7,860Goodwill
    
    
    2,941
    
    
    
    2,941Deferred income taxes
    
    
    7,404
    
    
    
    12,018Other assets
    
    
    201
    
    
    
    166Total assets
    
    $
    116,990
    
    
    $
    157,893LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilitiesAccounts payable
    
    $
    5,770
    
    
    $
    7,547Accrued liabilities
    
    
    9,674
    
    
    
    11,935Income taxes payable
    
    
    172
    
    
    
    4,123Deferred revenue and student deposits
    
    
    14,262
    
    
    
    31,995Due to related parties
    
    
    1,197
    
    
    
    2,429Current portion of capital lease obligations
    
    
    1,125
    
    
    
    1,746Current portion of notes payable
    
    
    357
    
    
    
    447Total current liabilities
    
    
    32,557
    
    
    
    60,222Capital lease obligations, less current portion
    
    
    29,384
    
    
    
    30,332Notes payable, less current portion and other
    
    
    1,459
    
    
    
    1,713Total liabilities
    
    
    63,400
    
    
    
    92,267Commitments and contingenciesStockholders equityPreferred stock, $0.01 par value, 10,000,000
shares authorized; 0 shares issued and
outstanding at December 31, 2008 and March 31,
2009
    
    
    
    
    
    
    Common stock, $0.01 par value, 100,000,000
shares authorized; 45,465,160 and 45,485,765
shares issued and outstanding at December 31,
2008 and March 31, 2009, respectively
    
    
    455
    
    
    
    455Additional paid-in capital
    
    
    64,808
    
    
    
    69,935Accumulated other comprehensive income
    
    
    16
    
    
    
    21Accumulated deficit
    
    
    (11,689
    )
    
    
    (4,785
    )Total stockholders equity
    
    
    53,590
    
    
    
    65,626Total
liabilities and stockholders equity
    
    $
    116,990
    
    
    $
    157,893
 The accompanying notes are an integral part of these financial statements.
  4




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GRAND CANYON EDUCATION, INC.
Statement of Stockholders Equity
(In thousands, except share data)
 (Unaudited)
 AccumulatedAdditional
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Comprehensive
    
    
    AccumulatedShares
    
    
    Par Value
    
    
    Capital
    
    
    Income
    
    
    Deficit
    
    
    TotalBalance at December 31, 2008
    
    
    45,465,160
    
    
    $
    455
    
    
    $
    64,808
    
    
    $
    16
    
    
    $
    (11,689
    )
    
    $
    53,590Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,904
    
    
    
    6,904Unrealized losses on available for-sale securities, net of taxes of $3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    5Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,909Share-based compensation
    
    
    
    
    
    
    
    
    
    
    764
    
    
    
    
    
    
    
    
    
    
    
    764Exercise of stock options
    
    
    20,605
    
    
    
    
    
    
    
    247
    
    
    
    
    
    
    
    
    
    
    
    247Excess tax benefit from share-based compensation
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    9Tax benefit on Spirit warrant intangible
    
    
    
    
    
    
    
    
    
    
    4,107
    
    
    
    
    
    
    
    
    
    
    
    4,107Balance at March 31, 2009
    
    
    45,485,765
    
    
    $
    455
    
    
    $
    69,935
    
    
    $
    21
    
    
    $
    (4,785
    )
    
    $
    65,626
 The accompanying notes are an integral part of these financial statements.
  5




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GRAND CANYON EDUCATION, INC.
Statements of Cash Flows
 Three Months EndedMarch 31,($ in thousands)
    
    2008
    
    
    2009(Unaudited)Cash flows provided by operating activities:Net income
    
    $
    3,303
    
    
    $
    6,904Adjustments to reconcile net income to net cash provided by operating activities:Share-based compensation
    
    
    
    
    
    
    764Excess tax benefits from share-based compensation
    
    
    
    
    
    
    (9
    )Provision for bad debts
    
    
    1,680
    
    
    
    3,295Depreciation and amortization
    
    
    1,090
    
    
    
    1,632Deferred income taxes
    
    
    2
    
    
    
    (79
    )Other
    
    
    
    
    
    
    (14
    )Changes in assets and liabilities:Accounts receivable
    
    
    (2,465
    )
    
    
    (4,362
    )Prepaid expenses and other assets
    
    
    (199
    )
    
    
    185Due to/from related parties
    
    
    809
    
    
    
    1,232Accounts payable
    
    
    1,667
    
    
    
    2,435Accrued liabilities
    
    
    659
    
    
    
    2,261Income taxes payable
    
    
    2,014
    
    
    
    4,598Royalty payable to former owner
    
    
    1,022
    
    
    
    Deferred revenue and student deposits
    
    
    8,958
    
    
    
    17,733Net cash provided by operating activities
    
    
    18,540
    
    
    
    36,575Cash flows used in investing activities:Capital expenditures
    
    
    (1,583
    )
    
    
    (4,500
    )Change in restricted cash and cash equivalents
    
    
    (1,390
    )
    
    
    1,187Purchases of investments
    
    
    (2,399
    )
    
    
    (11
    )Proceeds from sale or maturity of investments
    
    
    2,342
    
    
    
    Net cash used in investing activities
    
    
    (3,030
    )
    
    
    (3,324
    )Cash flows used in financing activities:Principal payments on notes payable and capital lease obligations
    
    
    (321
    )
    
    
    (384
    )Repayment on line of credit
    
    
    (6,000
    )
    
    
    Proceeds from related party payable on preferred stock
    
    
    5,725
    
    
    
    Net proceeds from exercise of stock options
    
    
    
    
    
    
    247Excess tax benefits from share-based compensation
    
    
    
    
    
    
    9Net cash used in financing activities
    
    
    (596
    )
    
    
    (128
    )Net increase in cash and cash equivalents
    
    
    14,914
    
    
    
    33,123Cash and cash equivalents, beginning of period
    
    
    18,930
    
    
    
    35,152Cash and cash equivalents, end of period
    
    $
    33,844
    
    
    $
    68,275Supplemental disclosure of cash flow informationCash paid for interest
    
    $
    687
    
    
    $
    673Cash paid for income taxes
    
    $
    53
    
    
    $
    138Supplemental disclosure of non-cash investing and financing activitiesPurchase of equipment through capital lease obligations
    
    $
    760
    
    
    $
    2,116Purchases of property and equipment included in accounts payable
    
    $
    349
    
    
    $
    658Tax benefit of Spirit warrant intangible
    
    $
    
    
    
    $
    4,107Accretion of dividends on Series C convertible preferred stock
    
    $
    253
    
    
    $
    
 The accompanying notes are an integral part of these financial statements.
  6




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GRAND CANYON EDUCATION, INC.
Notes to Financial Statements
(In thousands, except share and per share data)
(Unaudited)
 1. Nature of Business
  2. Summary of Significant Accounting Policies
 Unaudited Interim Financial Information
  Use of Estimates
  Segment Information
  Reclassifications
  Comprehensive income
  3. Earnings Per Share
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GRAND CANYON EDUCATION, INC.
Notes to Financial Statements
(In thousands, except share and per share data)
(Unaudited)
  Three Months EndedMarch 31,2008
    
    
    2009Denominator:Basic common shares outstanding
    
    
    19,036,050
    
    
    
    45,474,318Effect of dilutive preferred stock
    
    
    10,870,178
    
    
    
    Effect of dilutive warrants
    
    
    3,943,187
    
    
    
    Effect of dilutive stock options and restricted stock
    
    
    
    
    
    
    347,000Diluted common shares outstanding
    
    
    33,849,415
    
    
    
    45,821,318
 4. Valuation and Qualifying Accounts
 Balance at
    
    
    
    
    
    
    
    
    
    
    Balance atBeginning of
    
    
    Charged to
    
    
    
    
    
    
    End ofYear
    
    
    Expense
    
    
    Deductions(1)
    
    
    PeriodAllowance for doubtful accounts receivable:Three months ended March 31, 2008
    
    $
    12,158
    
    
    
    1,680
    
    
    
    (424
    )
    
    $
    13,414Three months ended March 31, 2009
    
    $
    6,356
    
    
    
    3,295
    
    
    
    (3,583
    )
    
    $
    6,068
 (1)
    
    Deductions represent accounts written off, net of recoveries. 5. Accrued Liabilities
  December 31,
    
    
    March 31,2008
    
    
    2009Accrued compensation and benefits
    
    $
    5,340
    
    
    $
    7,955Accrued interest
    
    
    284
    
    
    
    290Deferred rent
    
    
    34
    
    
    
    39Tax reserves, non-income tax related
    
    
    710
    
    
    
    810FIN 48 accrual
    
    
    299
    
    
    
    238Other accrued expenses
    
    
    3,007
    
    
    
    2,603$
    9,674
    
    
    $
    11,935
 6. Commitments and Contingencies
 Leases
  2009
    
    $
    2,7532010
    
    
    4,4872011
    
    
    4,1872012
    
    
    3,6882013
    
    
    3,538Thereafter
    
    
    20,319Total minimum payments
    
    $
    38,972
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GRAND CANYON EDUCATION, INC.
Notes to Financial Statements
(In thousands, except share and per share data)
(Unaudited)
  Legal Matters
    qui tam qui tam qui tam
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GRAND CANYON EDUCATION, INC.
Notes to Financial Statements
(In thousands, except share and per share data)
(Unaudited)
 Tax Reserves, Non-Income Tax Related
  7. Income Taxes
   8. Share-Based Compensation
   Three Months EndedMarch 31,2008
    
    
    2009Instructional costs and services
    
    $
    
    
    
    $
    83Selling and promotional
    
    
    
    
    
    
    35General and administrative
    
    
    
    
    
    
    643Stock-based
compensation expense included in operating expenses
    
    
    
    
    
    
    761Tax effect of share-based compensation
    
    
    
    
    
    
    (304
    )Share-based compensation expense, net of tax
    
    $
    
    
    
    $
    457
 Stock Grant
  9. Regulatory
   10




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GRAND CANYON EDUCATION, INC.
Notes to Financial Statements
(In thousands, except share and per share data)
(Unaudited)
         11




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GRAND CANYON EDUCATION, INC.
Notes to Financial Statements
(In thousands, except share and per share data)
(Unaudited)
 10. Subsequent Events
   12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion of our historical results of operations and our liquidity and capital
resources should be read in conjunction with the financial statements and related notes that appear
elsewhere in this report.
 Forward-Looking Statements
 Managements Discussion and Analysis of
Financial Condition and Results of Operations
  
    
    our failure to comply with the extensive regulatory framework applicable to our
industry, including Title IV of the Higher Education Act and the regulations thereunder,
state laws and regulatory requirements, and accrediting commission requirements;
 
    
    the results of the ongoing investigation by the Department of Educations Office of
Inspector General and the pending qui tamaction regarding the manner in which we have
compensated our enrollment personnel, and possible remedial actions or other liability
resulting therefrom;
 
    
    the ability of our students to obtain federal Title IV funds, state financial aid,
and private financing;
 
    
    risks associated with changes in applicable federal and state laws and regulations
and accrediting commission standards;
 
    
    our ability to hire and train new, and develop and train existing, enrollment
counselors;
    
    the pace of growth of our enrollment;
 
    
    our ability to convert prospective students to enrolled students and to retain
active students;
 
    
    our success in updating and expanding the content of existing programs and
developing new programs in a cost-effective manner or on a timely basis;
 
    
    industry competition, including competition for qualified executives and other
personnel;
    
    risks associated with the competitive environment for marketing our programs;
 
    
    failure on our part to keep up with advances in technology that could enhance the
online experience for our students;
    
    our ability to manage future growth effectively;
 
    
    general adverse economic conditions or other developments that affect job prospects
in our core disciplines; and
 
    
    other factors discussed under the headings Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of Operations.
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Overview
    14




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Critical Accounting Policies and Use of Estimates
   March 31,2008
    
    
    2009# of Students
    
    
    % of Total
    
    
    # of Students
    
    
    % of TotalMasters degree(1)
    
    
    10,276
    
    
    
    58.8
    %
    
    
    14,128
    
    
    
    49.8
    %Bachelors degree
    
    
    7,210
    
    
    
    41.2
    %
    
    
    14,265
    
    
    
    50.2
    %Total
    
    
    17,486
    
    
    
    100.0
    %
    
    
    28,393
    
    
    
    100.0
    %
 March 31,2008
    
    
    2009# of Students
    
    
    % of Total
    
    
    # of Students
    
    
    % of TotalOnline
    
    
    15,133
    
    
    
    86.5
    %
    
    
    25,758
    
    
    
    90.7
    %Ground(2)
    
    
    2,353
    
    
    
    13.5
    %
    
    
    2,635
    
    
    
    9.3
    %Total
    
    
    17,486
    
    
    
    100.0
    %
    
    
    28,393
    
    
    
    100.0
    %
 (1)
    
    Includes 162 students pursuing doctoral degrees at March 31, 2009.(2)
    
    Includes our traditional students, as well as our professional students. Factors
Affecting Comparability
  Public company expenses
 Settlement with former owner
 Management fees and expenses
  15




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Share-based and other executive compensation
 General and administrative expenses and tax expense
 License agreement
 Results of Operations
  Three Months EndedMarch 31,2008
    
    
    2009Net revenue
    
    
    100.0
    %
    
    
    100.0
    %Operating expensesInstructional cost and services
    
    
    32.5
    
    
    
    31.1Selling and promotional
    
    
    35.2
    
    
    
    33.4General and administrative
    
    
    12.7
    
    
    
    15.0Royalty to former owner
    
    
    2.9
    
    
    
    0.1Total operating expenses
    
    
    83.4
    
    
    
    79.6Operating income
    
    
    16.6
    
    
    
    20.4Interest expense
    
    
    (2.3
    )
    
    
    (1.1
    )Interest income
    
    
    0.7
    
    
    
    0.2Income before income taxes
    
    
    15.1
    
    
    
    19.5Income tax expense
    
    
    5.8
    
    
    
    7.8Net income
    
    
    9.2
    
    
    
    11.7
 Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008
 Net revenue
  16




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Instructional cost and services expenses
 Selling and promotional expenses
 General and administrative expenses
 Royalty to former owner
 Interest expense
  17




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Interest income
 Income tax expense
 Net income
 Seasonality
  Liquidity and Capital Resources
 Liquidity
   Cash Flows
 Operating Activities
 Investing Activities
  18




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Financing Activities
 Contractual Obligations
  Off-Balance Sheet Arrangements
  Non-GAAP Discussion
     19




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
    
    cash expenditures for capital expenditures or contractual commitments;
 
    
    changes in, or cash requirements for, our working capital requirements;
 
    
    interest expense, or the cash requirements necessary to service interest or
principal payments on our indebtedness;
 
    
    the cost or cash required to replace assets that are being depreciated or
amortized; and
 
    
    the impact on our reported results of earnings or charges resulting from (i)
royalties to our prior owner, including amortization of royalties prepaid in connection
with our settlement, (ii) management fees and expenses that were payable until completion
of our public offering, and (iii) share-based compensation.
   Three Months EndedMarch 31,(In thousands)
    
    2008
    
    
    2009(Unaudited)Net income
    
    $
    3,303
    
    
    $
    6,904Plus: interest expense net of interest income
    
    
    561
    
    
    
    559Plus: income tax expense (benefit)
    
    
    2,076
    
    
    
    4,593Plus: depreciation and amortization
    
    
    1,090
    
    
    
    1,632EBITDA
    
    
    7,030
    
    
    
    13,688Plus: royalty to former owner(a)
    
    
    1,022
    
    
    
    74Plus: management fees and expenses(b)
    
    
    115
    
    
    
    Plus: share-based compensation(c)
    
    
    
    
    
    
    764Adjusted EBITDA
    
    $
    8,167
    
    
    $
    14,526
 (a)
    
    Reflects the royalty fee arrangement with the former owner of Grand
Canyon University in which we agreed to pay a stated percentage of
cash revenue generated by our online programs. As a result of the
settlement of a dispute with the former owner, we are no longer
obligated to pay this royalty, although the settlement includes a
prepayment of future royalties that will be amortized in 2009 and
future periods.(b)
    
    Reflects management fees and expenses of $0.1 million for the quarter
ended March 31, 2008 to the general partner of the Endeavour Entities.
The agreement relating to this arrangement has been terminated.(c)
    
    Reflects share based compensation expense recorded in the first
quarter of 2009, related to share-based compensation for stock options
granted to employees and directors in connection with our initial
public offering.  20




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Impact of inflation.
 Market risk
 Interest rate risk
 
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting.
   21




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   qui tam qui tam qui tam
 qui tam
  
 Item 1A. Risk Factors
   22




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We would lose our ability to participate in the Title IV programs if we fail to maintain our
institutional accreditation, and our student enrollments could decline if we fail to maintain any
of our accreditations or approvals.
  If any of the education regulatory agencies that regulate us do not approve or delay their approval
of any transaction involving us that constitutes a change in control, our ability to operate or
participate in the Title IV programs may be impaired.
      23




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Recent Sales of Unregistered Securities
  Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  Number
    
    Description
    
    Method of Filing3.1
    
    
    Amended and Restated Certificate of Incorporation.
    
    Incorporated by reference to Exhibit 3.1 to Amendment No. 6 to the Companys Registration
Statement on Form S-1 filed with the SEC on November 12,
2008.3.2
    
    
    Amended and Restated Bylaws.
    
    Incorporated by
reference to
Exhibit 3.2 to
Amendment No. 6 to
the Companys
Registration
Statement on Form
S-1 filed with the
SEC on November 12,
2008.4.1
    
    
    Specimen of Stock Certificate.
    
    Incorporated by
reference to
Exhibit 4.1 to
Amendment No. 2 to
the Companys
Registration
Statement on Form
S-1 filed with the
SEC on September
29, 2008.4.2
    
    
    Amended and Restated Investor Rights Agreement, dated September 17, 2008, by and among Grand Canyon Education, Inc. and the other parties named
therein.
    
    Incorporated by
reference to
Exhibit 4.2 to
Amendment No. 2 to
the Companys
Registration
Statement on Form
S-1 filed with the
SEC on September
29, 2008.31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
    
    Filed herewith.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
    
    Filed herewith.
 
    
    This certification is being furnished solely to accompany this report pursuant to 18 U.S.C.
Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act, and is
not to be incorporated by reference into any filings of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such filing.  24




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##### Table of Contents



SIGNATURES
  GRAND CANYON EDUCATION, INC.Date: April 27, 2009
    By:
    /s/ Daniel E. BachusDaniel E. BachusChief Financial Officer(Principal Financial Officer and Principal Accounting Officer)  25




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##### Table of Contents



EXHIBIT
INDEX
 Number
    
    Description
    
    Method of Filing3.1
    
    
    Amended and Restated Certificate of Incorporation.
    
    Incorporated by
reference to
Exhibit 3.1 to
Amendment No. 6 to
the Companys
Registration
Statement on Form
S-1 filed with the
SEC on November 12,
2008.3.2
    
    
    Amended and Restated Bylaws.
    
    Incorporated by
reference to
Exhibit 3.2 to
Amendment No. 6 to
the Companys
Registration
Statement on Form
S-1 filed with the
SEC on November 12,
2008.4.1
    
    
    Specimen of Stock Certificate.
    
    Incorporated by
reference to
Exhibit 4.1 to
Amendment No. 2 to
the Companys
Registration
Statement on Form
S-1 filed with the
SEC on September
29, 2008.4.2
    
    
    Amended and Restated Investor Rights Agreement, dated September 17, 2008, by and among Grand Canyon Education, Inc. and the other parties named
therein.
    
    Incorporated by
reference to
Exhibit 4.2 to
Amendment No. 2 to
the Companys
Registration
Statement on Form
S-1 filed with the
SEC on September
29, 2008.31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
    
    Filed herewith.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
    
    Filed herewith.
 
    
    This certification is being furnished solely to accompany this report pursuant to 18 U.S.C.
Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act, and is
not to be incorporated by reference into any filings of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such filing.  26